LCOC By-Laws

ARTICLE I

General

Section 1: Name

This organization is incorporated under the laws of the state of New Jersey and shall be

known as the Lacey Chamber of Commerce, Incorporated.

Section 2: Purposes (Include enough detail and specifics to reflect the purposes

of the organization.)

The Lacey Chamber of Commerce is organized to achieve the objectives of:

(1.) Preserving the competitive enterprise system of business by creating a better

understanding and appreciation of the importance of business people and a

concern for their problems; educating the business community and representing

them in city, county, state, and national legislative and political affairs; preventing

or addressing controversies that are detrimental to the expansion and growth of

business in the community if they arise; creating a greater appreciation of the

value of a more liberal investment of substance and self on behalf of the

interests of competitive business.

(2.)

economic programs designed to strengthen and expand the income potential of

all businesses within the trade area; promoting programs of a civic, social, and

cultural nature that are designed to increase the functional and aesthetic values

of the community; and discovering and correcting abuses that prevent the

promotion of business expansion and community growth.

Promoting business and community growth and development by promotingSection 3: Area (Identify area served)

The Lacey Chamber of Commerce area or Lacey Chamber of Commerce economic

region shall mean to include Lacey Township, in its entirety, which includes the cities (or

communities) of Forked River, Lanoka Harbor and Bamber in the county of Ocean.

Section 4: Limitation of Methods

The Lacey Chamber of Commerce shall observe all local, state, and federal laws that

apply to a nonprofit organization as defined in Section 501(c)(6) of the Internal Revenue

Code.


 

ARTICLE II

Membership

Section 1: Eligibility

Any person, association, corporation, partnership, or estate having an interest in the

objectives of the organization shall be eligible for membership.

Section 2: Election (How application is made, received, and approved)

Applications for membership shall be in writing on forms provided for that purpose, and

signed by the applicant. Election of members shall be by the governing body at any

meeting thereof. Any applicant so elected shall become a member upon payment of the

regularly scheduled investment as provided in Section 3 of Article II.

Section 3: Investments

Membership investments shall be at such rates, schedules, or formulas prescribed from

time to time by the governing body and payable in advance.

Section 4: Termination (Resignation, expulsion, and delinquency)

(1.) Any member may resign from the chamber upon written request to the governing

body.

(2.) The governing body shall expel any member by a two-thirds vote for nonpayment

of dues after 90 days from the date due, unless otherwise extended for good

cause.

(3.) Any member may be expelled by a two-thirds vote of the governing body, at a

regularly scheduled meeting thereof, for conduct unbecoming a member or

prejudicial to aims or repute of the chamber, after notice and opportunity for a

hearing are afforded the member complained against.

Section 5: Voting

In any case proceeding in which voting by members is called for, each member person

in good standing shall be entitled to 1 vote, and each member firm, association, or

corporation in good standing shall be entitled to one vote. Each member firm,

association, or corporation must appoint a member to vote on its behalf and notify the

governing body.

Section 6: Exercise of Privileges (Assignment of membership within subscription

and any limitations)

Any firm, association, corporation, partnership, or estate holding membership may

nominate individuals whom the holder desires to exercise the privileges of membership

covered by its subscriptions and shall have the right to change its membership

nomination upon written notice.

Section 7: Orientation (Indicate areas of complete orientation. Make certain that

detailed outlines of each group are part of the chamber’s procedures manual.)

At regular intervals, orientation on the purposes and activities of this organization shall

be conducted for the following groups: new officers and/or directors and current officers

and/or directors, committee chairmen, committees, and new members. A detailed outline

for orientation of each of these groups shall be a part of this organization’s procedures

manual or orientation handbook.

Section 8: Honorary Membership

Distinction in public affairs shall confer eligibility to honorary membership. Honorary

members shall have all the privileges of members except the right to vote and shall be

exempt from payment of dues. The governing body shall confer or revoke honorary

membership by a majority vote.

 


Article III

Meetings

Section 1: Annual Meeting

The annual meeting of the corporation, in compliance with state law, shall be held during

June of each year. The time and place shall be fixed by the governing body and notice,

thereof, mailed to each member at least 10 days before said meeting.

Section 2: Additional Meetings (general membership, board, and committee

meetings)

The president or chairman of the board may call general meetings of the chamber at any

time, or upon petition in writing by 25% of members in good standing.

(a) Notice of special meetings shall be mailed to each member at least 5 days prior

to such meetings.

(b) Board meetings may be called by the president/chairman of the board or by the

officers/board of directors upon written application of 3 members of the governing

body. Notice including the purpose of the meetings shall be given to each

member of the governing body at least 1 day prior to said meeting.

(c) Committee meetings may be called at any time by the president/chairman of the

board, respective department vice president/chairmen, or by the committee’s

president/chairman.

Section 3: Quorums

At any duly called general meeting of the chamber, 51% of members shall constitute a

quorum; at a governing board meeting, a majority of officers/directors present shall

constitute a quorum; at committee meetings, a majority shall constitute a quorum except

when a committee consists of more than 9 members. In that case, 5 shall constitute a

quorum.

Section 4: Notices, Agendas, and Minutes

Written notice of all chamber meetings must be given at least 7 days in advance unless

otherwise stated. An advance agenda and minutes must be prepared for all meetings. A

detailed outline for preparation of both shall be a part of this organization’s procedures

manual.


 

Article IV

Governing Body

Until such time as membership reaches 50 or more, the governing body will be a Board

of Officers as described below. Once the membership reaches 50 members or at such

time that enough members qualify and are willing to participate on a board of directors,

the governing body will be transformed into a Board of Directors as described below.

Board of Officers

Section 1: Composition of Officers

The officers shall be composed of four members, which will include the President, Vice

President, Secretary, and Treasurer. All of these officers shall be elected annually to

serve for 1 year or until their successors are elected and have qualified.

Section 2: Duties of Officers

A. President.

commerce and shall preside at all meetings of the membership, officers, and executive

committee. The president shall assign vice presidents to divisional or departmental

responsibility, subject to governing board’s approval. The president shall, with advice

and counsel of vice president and the officers, determine all committees, select all

committee chairmen, and assist in the selection of committee personnel, subject to

approval of the governing board.

The president shall serve as the chief elected officer of the chamber ofB. Vice President.

perform the duties of the president in the absence or disability of the president. The vice

president shall also serve as head of the program of work committee of the chamber. As

such, the vice president and committee will be responsible for determining that the

program activities of the chamber are of such duration as is required, at all times being

alert to ensure that the activities of the chamber are directed toward achieving business

and community needs in the area served by the chamber. The duties of the vicepresident

shall be such as their titles by general usage would indicate, and such as

required by law, as well as those that may be assigned by the president and governing

board. They will also have under their immediate jurisdiction all committees pertaining to

their general duties.

The vice president shall exercise the powers and authority andC. Treasurer.

received by the chamber and for their proper disbursement. Such funds shall be kept on

deposit in financial institutions or invested in a manner approved by the governing body.

Checks are to be signed by the treasurer and the president or, in the absence of either

or both, by any two officers. The treasurer shall cause a monthly financial report to be

made to the governing body.

The treasurer shall be responsible for the safeguarding of all fundsD. Secretary.

will be responsible for preparing notices, agendas, and minutes of board meetings for

the board.

The secretary shall serve as administrator to the governing body andBoard of Directors

Section 1: Composition of the Board

The board of directors shall be composed of 7 members, which will include the

Chairman, Chairman-Elect, President, Secretary, Treasurer, Past Chairman, and Past

President. Four of these officers shall be elected annually to serve for 1 year or until

their successors are elected and have qualified. These elected positions are the

Chairman-Elect, President, Secretary, and Treasurer. The incoming chairman of the

board may appoint, subject to the approval of the board, from 2 to 4 additional members

(Vice Chairmen) to the board to serve one-year terms. The government and

policy making responsibilities of the chamber shall be vested in the board of directors,

which shall control its property, be responsible for its finances, and direct its affairs.

Section 2: Determination of Officers

The board of directors (new and retiring) at its regular December meeting shall

reorganize for the coming year. The nominating committee for directors shall also

nominate officers each year. At this meeting, the board shall elect the chairman of the

board, chairmen elect, as many vice chairmen as is deemed necessary to conduct the

activities of the chamber, and the treasurer. Officers will be elected from members of the

new board. All officers shall take office on the first day of the new fiscal year and serve

for a term of 1 year or until their successors assume the duties of office. They shall be

voting members of the board of directors.

Section 3: Duties of Officers

A. Chairman of the Board.

chamber of commerce and shall preside at all meetings of the membership, board of

directors, and executive committee. The chairman of the board shall, with advice and

counsel of the president, assign vice chairmen to divisional or departmental

responsibility, subject to board of director’s approval. The chairmen of the board shall,

with advice and counsel of vice chairmen and the president, determine all committees,

select all committee chairmen, assist in the selection of committee personnel, subject to

approval of the board of directors.

The chairman shall serve as the chief elected officer of theB. Chairman-Elect.

perform the duties of the chairman in the absence or disability of the chairman. The

chairman-elect shall also serve as head of the program of work committee of the

chamber. As such, the chairman-elect and committee will be responsible for determining

that the program activities of the chamber are of such duration as is required,

at all times being alert to ensure that the activities of the chamber are directed toward

achieving business and community needs in the area served by the chamber.

The chairman-elect shall exercise the powers and authority andC. Vice Chairmen.

general usage would indicate, and such as required by law, as well as those that may be

assigned by the chairman and board of directors. They will also have under their

immediate jurisdiction all committees pertaining to their general duties.

The duties of the vice-chairmen shall be such as their titles byD. Treasurer.

received by the chamber and for their proper disbursement. Such funds shall be kept on

deposit in financial institutions or invested in a manner approved by the board of

directors. Checks are to be signed by the treasurer and the president or, in the absence

of either or both, by any two officers. The treasurer shall cause a monthly financial report

to be made to the board.

The treasurer shall be responsible for the safeguarding of all fundsE. Secretary.

will be responsible for preparing notices, agendas, and minutes of board meetings for

the board.

The secretary shall serve as administrator to the board of directors andF. President (or preferred title).

president shall serve as advisor to the chairman of the board and program of work

committee on program planning and shall assemble information and data and prepare

special reports as directed by the program of the chamber. The president shall be a

member of the board of directors, the executive committee, and all committees. With

assistance of the divisional vice chairmen, the president shall be responsible for

administration of the program of work in accordance with the policies and regulations of

the board of directors. The president shall be responsible for hiring, discharging,

directing, and supervising all employees when applicable. With the cooperation of the

program of work committee and budget committee, the president shall be responsible for

the preparation of an operating budget covering all activities of the chamber, subject

to approval of the board of directors. The president shall also be responsible for all

expenditures with approved budget allocations.

The president shall be the chief executive officer. TheSection 4: Executive Committee

The executive committee shall act for and on behalf of the board of directors when the

board is not in session but shall be accountable to the board for its actions. It shall be

composed of the chairman of the board, past chairman, chairman-elect, vice chairmen,

treasurer, secretary, and the president. The chairman of the board will serve as

chairman of the executive committee.

Section 5: Indemnification

The chamber may, by resolution of the board of directors, provide for indemnification by

the chamber of any of its officers or former officers as spelled out in Article IV, Section 7

of these bylaws.


 

Article V

Elections

Section 1: Selection and Election of Officers and/or Directors

A. Nominating Committee.

chairman of the board shall appoint, subject to approval by the governing body, a

nominating committee of 5 members of the chamber. The president or chairman

of the board shall designate the president/chairman of the committee. Prior to

September 1st, the nominating committee shall present to the president a slate of

5 candidates to serve a 1-year term to replace the directors whose regular terms

are expiring. Each candidate must be an active member in good standing and

must have agreed to accept the responsibility of a directorship. No board

member who has served two consecutive terms is eligible for election for a third

term. A period of 1 year must elapse before eligibility is restored.

At the regular July board meeting, the president orB. Publicity of Nominations.

committee, the president shall immediately notify the membership by mail of the

names of persons nominated as candidates for directors and the right of petition.

Upon receipt of the report of the nominatingC. Nominations by Petition.

nominated by petition bearing the genuine signatures of at least (number)

qualified members of the chamber. Such petition shall be filed with the

nominating committee with 10 days after notice has been given of the names of

those nominated. The determination of the nominating committee as to the

legality of the petition(s) shall be final.

Additional names of candidates for directors can beD. Determination.

nominations shall be closed and the nominated slate of (number of vacancies)

candidates shall be declared elected by the governing body at their regular

September board meeting. If a legal petition shall present additional candidates,

the names of all candidates shall be arranged on a ballot in alphabetical order.

Instructions will be to vote for (number of vacancies) candidates only. The

president shall mail this ballot to all active members at least 15 days before the

regular October board meeting. The ballots shall be marked in accordance with

instructions printed on the ballot and returned to the chamber office within 10

days. The governing body shall at its regular November board meeting declare

the (number) candidates with the greatest number of votes elected.

If no petition is filed within the designated period, theE. Judges.

approval of the governing body, at least 3, but not more than 5, judges who are

not members of the governing body or candidates for election. One will be

designated president/chairman. Such judges shall have complete supervision of

the election, including the auditing of the ballots. They shall report the results of

the election to the governing body.

The president or chairman of the board shall appoint, subject to theSection 2: Seating of New Directors

All newly elected and appointed members of the governing body shall be seated at the

regular December board meeting and shall be participating members thereafter. Retiring

directors shall continue to serve until the end of the program year.

Section 3: Vacancies

A member of the governing body who shall be absent from 3 consecutive regular

meetings of the governing body shall automatically be dropped from membership on the

board unless confined by illness or other absence approved by a majority vote of those

voting at any meeting thereof. Vacancies in the governing body shall be filled by the

governing body by a majority vote.

Section 4: Policy (statements of position on issues)

The governing body is responsible for establishing procedure and formulating policy for

the organization. It is also responsible for adopting all policies of the organization. These

policies shall be maintained in a policy manual, to be reviewed annually and revised as

necessary.

Section 5: Management

The governing body may employ a president and shall fix the salary and other

considerations of employment if the budget allows. If the budget does not provide for a

salaried position, the president may opt to perform the duties of the position voluntarily.

Section 6: Indemnification

The chamber may, by resolution of the governing body, provide for indemnification by

the chamber of any and all current or former officers, directors, and employees against

expenses actually and necessarily incurred by them in connection with the defense of

any action, suit, or proceeding in which any of them are made parties, or a party, by

reason of having been officers, directors, or employees of the chamber, except in

relation to matters as to which such individuals shall be adjudged in such action, suit, or

proceeding to be liable for negligence or misconduct in the performance of duty and to

such matters as shall be settled by agreement predicated on the existence of such

liability for negligence or misconduct


 

Article VI

Committees and Divisions

Section 1: Appointment and Authority

The president or chairman of the board, by and with the approval of the governing body,

shall appoint all committees and committee president/chairmen. The president or

chairman of the board may appoint such ad hoc committees and their

president/chairmen as deemed necessary to carry out the program of the chamber.

Committee appointments shall be at the will and pleasure of the president or the

chairman of the board and shall serve concurrently with the term of the appointing

president or chairman of the board, unless a different term is approved by the governing

body. It shall be the function of committees to make investigations, conduct studies and

hearings, make recommendations to the governing body, and carry on such activities as

may be delegated to them by the governing body.

Section 2: Limitation of Authority

No action by any member, committee, division, employee, director, or officer shall be

binding upon, or constitute an expression of, the policy of the chamber until it has been

approved or ratified by the governing body. Committees shall be discharged by the

president or chairman of the board when their work is been completed and their reports

accepted, or when, in the opinion of the governing body, it is deemed wise to discontinue

the committees.

Section 3: Testimony

Once committee action has been approved by the governing body, it shall be incumbent

upon the committee president/chairmen or, in their absence, whom they designate as

being familiar enough with the issue, to give testimony to, or make presentations before,

civic and governmental agencies.

Section 4: Division

The governing body may create such divisions, bureaus, departments, councils, or

subsidiary corporations as it deems advisable to handle the work of the chamber.

The governing body shall authorize and define the powers and duties of all divisions,

bureaus, departments, councils, and subsidiary corporations. The governing body shall

annually review and approve all activities and proposed programs of such divisions,

bureaus, departments, councils, or subsidiary corporations having bearing upon or

expressive of the chamber.

 


Article VII

Finances

Section 1: Funds

All money paid to the chamber shall be placed in a general operating fund. Funds

unused from the current year’s budget will be placed in a reserve account.

Section 2: Disbursements

Upon approval of the budget, the president is authorized to make disbursements on

accounts and expenses provided for in the budget without additional approval of the

governing body. Disbursements shall be by check.

Section 3: Fiscal Year

The fiscal year of the chamber shall close on December 31st.

Section 4: Budget

As soon as possible after the election of the new governing body, the officers/executive

committee shall adopt the budget for the coming year and submit it to the governing

body for approval.

Section 5: Annual Audit

The accounts of the chamber of commerce shall be audited annually as of the close of

business on December 31

available to members of the organization within the offices of the chamber.

st by a public accountant. The audit shall at all times beSection 6: Bonding

The president and such other officers and staff, as the governing body may designate,

shall be bonded by a sufficient fidelity bond in the amount set by the governing board

and paid for by the chamber.

Article VIII

Dissolution

Section 1: Procedure

The chamber shall use its funds only to accomplish the objectives and purposes

specified in these bylaws, and no part of said funds shall inure or be distributed to the

members of the chamber. On dissolution of the chamber, any funds remaining shall be

distributed to one or more regularly organized and qualified charitable, educational,

scientific, or philanthropic organizations to be selected by the governing body as defined

in IRS Section 501(c)(3).


 

Article IX

Section 1: Parliamentary Authority

The current edition of Roberts Rules of Order shall be the final source of authority on all

questions of parliamentary procedures when such rules are not consistent with the

charter or bylaws of the chamber.


 

Article X

Amendments

Section 1: Revisions

These bylaws may be amended or altered by a two-thirds vote of the governing body or

by a majority of the members at any regular or special meetings, provided that notice for

the meeting includes the proposals for amendments. Any proposed amendments or

alterations shall be submitted to the board or the members in writing at least 10 days in

advance of the meeting at which they are to be acted upon.

Adopted: (date)

Amended: (date)